EX-10.2 SECOND LIMITED WAIVER DATED JUNE 30, 2008





EXHIBIT 10.2



SECOND LIMITED WAIVER




          SECOND LIMITED WAIVER (this “Limited Waiver”) dated effective as of June 30, 2008
executed by Beazer Homes USA, Inc., a Delaware corporation (the “Borrower”), the lenders
party hereto (the “Lenders”), and Wachovia Bank, National Association, as agent (the
“Agent”).




          The parties hereto are party to that certain Credit Agreement dated as of July 25, 2007 (as
amended by that certain Waiver and First Amendment (the “First Amendment”) dated as of
October 10, 2007, by that certain Second Amendment dated as of October 26, 2007 and by that certain
Limited Waiver dated May 13, 2008 (the “May Waiver”) and as further amended, supplemented,
or modified from time to time, the “Credit Agreement”; terms defined in the Credit
Agreement are used herein as defined therein). Article VII of the Credit Agreement requires the
Borrower to comply with certain financial covenants. The Borrower has asked the Agent and Lenders
to waive noncompliance with Section 7.01 [Minimum Consolidated Tangible Net Worth] and Section 7.02
[Leverage Ratio] of the Credit Agreement for the Waiver Period (as defined below) in accordance
with the terms set forth in this Limited Waiver.




          Section 1. Limited Waiver. Subject to the terms and conditions set forth herein, but
with effect on and after the date hereof, the Lenders hereby waive compliance with Sections 7.01
and 7.02 of the Credit Agreement, at all times for the period from and including June 30, 2008
through and excluding the earlier of (i) the date of the occurrence of any other Default and (ii)
August 15, 2008 (such period being the “Waiver Period”); provided that (x) at no time
during the Waiver Period shall Consolidated Tangible Net Worth of the Borrower be less than
$700,000,000, and (y) at no time during the Waiver Period shall the Leverage Ratio of the Borrower
exceed 2.50 to 1.00. Failure to satisfy any of the terms in the foregoing proviso shall terminate
the Limited Waiver set forth in this Section 1, end the Waiver Period, and constitute an Event of
Default under Section 8.01 of the Credit Agreement.




          Section 2. Applicable Eurodollar Margin. Notwithstanding anything to the contrary in
the Credit Agreement, during the Waiver Period, the Applicable Eurodollar Margin shall be 3.50%.
This Section 2 is not meant to extend the Limited Waiver set forth in Section 1.




          Section 3. Conditions Precedent. The waivers set forth in Section 1 hereof shall
become effective, as of the date hereof, upon (a) the execution and delivery of this Limited Waiver
by the Borrower, the Agent and the Required Lenders, and (b) the execution and delivery of the
Acknowledgement and Consent in the form set forth in Exhibit A hereto from each Guarantor,
all of which signature pages shall be sent to (including by way of facsimile or electronic mail)
Jolie Tenholder, of Womble Carlyle Sandridge & Rice, PLLC, 301 S. College St., Charlotte, North
Carolina 28202, facsimile 704-444-9969, email jtenholder@wcsr.com, prior to 5:00 p.m., New York
time, on Friday, June 27, 2008.




          Section 4. Representations. The Borrower hereby represents and warrants to the Agent
and the Lenders that (a) the representations and warranties contained in the Credit Agreement and
the other Loan Documents are true and correct in all material respects on and as of the date hereof
(after giving effect to this Limited Waiver) as if made on and as of the date hereof (except where
such representations and warranties expressly relate to an earlier date in




Second Limited Waiver




 









 







which case such representations and warranties were true and correct in all material respects
as of such earlier date); provided that the representations and warranties contained in
Section 4.04 (Financial Statements), Section 4.06 (Other Agreements), Section 4.07 (Litigation),
Section 4.14 (Law; Environment) and Section 4.17 (Accuracy of Information) shall be deemed to be
made as set forth in the Credit Agreement except that such representations and warranties shall be
deemed to be made with an exception for the matters identified in the Audit Committee Report (as
supplemented by the disclosures referenced in Section 3 of the May Waiver) giving rise to the
Restatement, and (b) after giving effect to this Limited Waiver, no Default has occurred and is
continuing.




          Section 5. Waiver of Claims. The Borrower acknowledges that the Agent and Lenders
have acted in good faith and have conducted themselves in a commercially reasonable manner in their
relationships with the Borrower and the Guarantors in connection with this Limited Waiver and in
connection with the Credit Agreement and the other Loan Documents, the Borrower hereby waiving and
releasing any claims to the contrary. The Borrower, on its own behalf and on behalf of each of its
Affiliates, releases and discharges the Agent and Lenders, all Affiliates of the Agent and Lenders,
all officers, directors, employees, attorneys and agents of the Agent and Lenders or any of their
Affiliates, and all of their predecessors in interest, from any and all claims, defenses and causes
of action, whether known or unknown, and whether now existing or hereafter arising, including
without limitation, any usury claims, that have at any time been owned, or that are hereafter
owned, in tort or in contract by the Borrower or any Affiliate of the Borrower and that arise out
of any one or more circumstances or events that occurred prior to the date of this Limited Waiver.




          Section 6. Miscellaneous. Except as herein provided, the Loan Documents shall remain
unchanged and in full force and effect. The waiver set forth in Section 1 hereof is not meant to
be a waiver of any other term or provision in Article VII of the Credit Agreement or any other term
or provision of the Credit Agreement. The Agent and the Lenders expressly reserve all of their
rights and remedies with respect to any other present or future Default arising under the Credit
Agreement (whether or not related to the matters addressed in this Limited Waiver). This Limited
Waiver may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and any of the parties hereto may execute this Limited Waiver by
signing any such counterpart. This Limited Waiver shall be construed in accordance with and
governed by the law of the State of North Carolina, without regard to the conflict of laws
principles thereof.




Second Limited Waiver





 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 
	 	BEAZER HOMES USA, INC., as Borrower

 	 
	 	By:  	/s/ Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President, CAO and Controller 	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL 

ASSOCIATION, as Agent and as a Lender

 	 
	 	By:  	/s/
R. Scott Holtzapple 	 
	 	 	Name:  	R. Scott Holtzapple 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	/s/
Marni McManus 	 
	 	 	Name:  	Marni McManus 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/
Henry Gaw 	 
	 	 	Name:  	Henry Gaw 	 
	 	 	Title:  	Managing
Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
/s/ Melissa Balley 	 
	 	 	Name:  	Melissa Balley 	 
	 	 	Title:  	Vice
President 	 
	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND, as a Lender

 	 
	 	By:  	/s/
Bhavin Shah 	 
	 	 	Name:  	Bhavin Shah 	 
	 	 	Title:  	Managing
Director 	 
	 



	 	 	 	 	 
	 	GUARANTY BANK, as a Lender

 	 
	 	By:  	/s/
Amy
Satsky 	 
	 	 	Name:  	Amy
Satsky 	 
	 	 	Title:  	Vice
President 	 
	 



Second Limited Waiver




 









 








	 	 	 	 	 
	 	REGIONS FINANCIAL CORPORATION, as a Lender

 	 
	 	By:  	/s/ Ronny Hudspeth	 
	 	 	Name:  	Ronny Hudspeth	 
	 	 	Title:  	Sr. Vice President	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Kimberly Turner	 
	 	 	Name:  	Kimberly Turner	 
	 	 	Title:  	Executive Director	 
	 



	 	 	 	 	 
	 	CITY NATIONAL BANK, a national banking

association, as a Lender

 	 
	 	By:  	/s/ Mary Bowman	 
	 	 	Name:  	Mary Bowman	 
	 	 	Title:  	SVP	 
	 



	 	 	 	 	 
	 	PNC BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Douglas G. Paul	 
	 	 	Name:  	Douglas G. Paul	 
	 	 	Title:  	Senior Vice President	 
	 



	 	 	 	 	 
	 	UBS LOAN FINANCE, LLC, as a Lender

 	 
	 	By:  	/s/ Ina R. Otsa	 
	 	 	Name:  	Ina R. Otsa	 
	 	 	Title:  	Associate Director, Banking Product Services U.S.	 
	 



	 	 	 	 	 
	 	By:  	/s/ Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director, Banking Product Services U.S.	 
	 


	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Second Limited Waiver





 











 







EXHIBIT A




ACKNOWLEDGMENT AND CONSENT




          Reference is made to the Second Limited Waiver, dated effective as of June 30, 2008 (the
“Limited Waiver”), to and under the Credit Agreement, dated as of July 25, 2007 (as
heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among
Beazer Homes USA, Inc., a Delaware corporation (the “Borrower”), the several lenders from
time to time parties thereto (the “Lenders”) and Wachovia Bank, National Association, as
agent (in such capacity, the “Agent”). Unless otherwise defined herein, capitalized terms
used herein and defined in the Credit Agreement are used herein as therein defined.




          Each of the undersigned parties to the Guaranty hereby (a) consents to the transactions
contemplated by the Limited Waiver and (b) acknowledges and agrees that the guarantees and grants
of security interests made by such party contained in the Guaranty are, and shall remain, in full
force and effect after giving effect to the Limited Waiver.




	 	 	 	 	 
	GUARANTORS:                    	APRIL CORPORATION

BEAZER ALLIED COMPANIES HOLDINGS, INC.

BEAZER GENERAL SERVICES, INC.

BEAZER HOMES CORP.

BEAZER HOMES HOLDINGS CORP.

BEAZER HOMES INDIANA HOLDINGS CORP.

BEAZER HOMES SALES, INC.

BEAZER HOMES TEXAS HOLDINGS, INC.

BEAZER MORTGAGE CORPORATION

BEAZER REALTY, INC.

BEAZER REALTY CORP.

BEAZER REALTY LOS ANGELES, INC.

BEAZER REALTY SACRAMENTO, INC.

BEAZER/SQUIRES REALTY, INC.

HOMEBUILDERS TITLE SERVICES, INC.

HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC.

 	 
	 	By: 	/s/ Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



Second Limited Waiver





 









 








	 	 	 	 	 
	 	ARDEN PARK VENTURES, LLC

BEAZER CLARKSBURG, LLC

BEAZER COMMERCIAL HOLDINGS, LLC

BEAZER HOMES INVESTMENTS, LLC

BEAZER HOMES MICHIGAN, LLC

DOVE BARRINGTON DEVELOPMENT LLC





By:   BEAZER HOMES CORP., its Managing Member

 	 
	 	By:  	/s/
Robert Salomon 	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BEAZER SPE, LLC




By:   BEAZER HOMES HOLDINGS CORP.,
         its Member

 	 
	 	By:  	/s/
Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BEAZER HOMES INDIANA, LLP

BEAZER REALTY SERVICES, LLC

PARAGON TITLE, LLC

TRINITY HOMES, LLC




By:   BEAZER HOMES INVESTMENTS, LLC,

         its Managing Member or Managing Partner




By:   BEAZER HOMES CORP.,

         its Managing Member

 	 
	 	By:  	/s/
Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



Second Limited Waiver









 









 











	 	 	 	 	 
	 	BEAZER HOMES TEXAS, L.P.

TEXAS LONE STAR TITLE, L.P.





By:   BEAZER HOMES TEXAS HOLDINGS, INC., 
         its Managing
Partner

 	 
	 	By:  	/s/
Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BH BUILDING PRODUCTS, LP




By:   BH PROCUREMENT SERVICES, LLC,
          its General
Partner



By:   BEAZER HOMES TEXAS, L.P.,

         its Managing Member



By:   BEAZER HOMES TEXAS HOLDINGS, INC.,
          its General Partner

 	 
	 	By:  	/s/
Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BH PROCUREMENT SERVICES, LLC




By:   BEAZER HOMES TEXAS, L.P.,

         its Managing Member



By:   BEAZER HOMES TEXAS HOLDINGS, INC., 
          its General
Partner

 	 
	 	By:  	/s/
Robert Salomon	 
	 	 	Name:  	Robert Salomon 	 
	 	 	Title:  	Senior Vice President 	 
	 



Second Limited Waiver